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					     SECTION IV – GENERAL CONDITIONS OF THE CONTRACT

1.   Definitions
     1.1.   In this Contract, the following terms shall be interpreted as indicated:

            (a)    “The Contract” means the agreement entered into between the Procuring
                   Entity and the Supplier, as recorded in the Contract Form signed by the
                   parties, including all attachments and appendices thereto and all
                   documents incorporated by reference therein.

            (b)    “The Contract Price” means the price payable to the Supplier under the
                   Contract for the full and proper performance of its contractual obligations.

            (c)    “The Goods” means all of the supplies, equipment, machinery, spare parts,
                   other materials and/or general support services which the Supplier is
                   required to provide to the Procuring Entity under the Contract.

            (d)    “The Services” means those services ancillary to the supply of the Goods,
                   such as transportation and insurance, and any other incidental services,
                   such as installation, commissioning, provision of technical assistance,
                   training, and other such obligations of the Supplier covered under the
                   Contract.

            (e)    “GCC” means the General Conditions of Contract contained in this
                   Section.

            (f)    “SCC” means the Special Conditions of Contract.

            (g)    “The Procuring Entity” means the organization purchasing the Goods, as
                   named in the SCC.

            (h)    “The Procuring Entity’s country” is the Philippines.

            (i)    “The Supplier” means the individual contractor, manufacturer distributor,
                   or firm supplying/manufacturing the Goods and Services under this
                   Contract and named in the SCC.

            (j)    The “Funding Source” means the organization named in the SCC.

            (k)    “The Project Site,” where applicable, means the place or places named in
                   the SCC.

            (l)    “Day” means calendar day.

            (m)    The “Effective Date” of the contract will be the date of receipt by the
                   Supplier of the Notice to Proceed or the date provided in the Notice to


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                   Proceed. Performance of all obligations shall be reckoned from the
                   Effective Date of the Contract.

            (n)    “Verified Report” refers to the report submitted by the Implementing Unit
                   to the Head of the Procuring Entity setting forth its findings as to the
                   existence of grounds or causes for termination and explicitly stating its
                   recommendation for the issuance of a Notice to Terminate.

2.   Corrupt, Fraudulent, Collusive, and Coercive Practices
     2.1.   The Procuring Entity as well as the bidders, contractors, or suppliers shall observe
            the highest standard of ethics during the procurement and execution of this
            Contract. In pursuance of this policy, the Procuring Entity:

            (a)    defines, for the purposes of this provision, the terms set forth below as
                   follows:

                   (i)     "corrupt practice" means behavior on the part of officials in the
                           public or private sectors by which they improperly and unlawfully
                           enrich themselves, others, or induce others to do so, by misusing
                           the position in which they are placed, and it includes the offering,
                           giving, receiving, or soliciting of anything of value to influence the
                           action of any such official in the procurement process or in
                           contract execution; entering, on behalf of the Government, into any
                           contract or transaction manifestly and grossly disadvantageous to
                           the same, whether or not the public officer profited or will profit
                           thereby, and similar acts as provided in Republic Act 3019.

                   (ii)    "fraudulent practice" means a misrepresentation of facts in order to
                           influence a procurement process or the execution of a contract to
                           the detriment of the Procuring Entity, and includes collusive
                           practices among Bidders (prior to or after bid submission)
                           designed to establish bid prices at artificial, non-competitive levels
                           and to deprive the Procuring Entity of the benefits of free and open
                           competition.

                   (iii)   “collusive practices” means a scheme or arrangement between two
                           or more Bidders, with or without the knowledge of the Procuring
                           Entity, designed to establish bid prices at artificial, non-
                           competitive levels.

                   (iv)    “coercive practices” means harming or threatening to harm,
                           directly or indirectly, persons, or their property to influence their
                           participation in a procurement process, or affect the execution of a
                           contract;




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            (b)    will reject a proposal for award if it determines that the Bidder
                   recommended for award has engaged in any of the practices mentioned in
                   this Clause for purposes of competing for the contract.

     2.2.   Further the Funding Source, Borrower or Procuring Entity, as appropriate, will
            seek to impose the maximum civil, administrative and/or criminal penalties
            available under the applicable law on individuals and organizations deemed to be
            involved with any of the practices mentioned in GCC Clause 2.1(a).

3.   Inspection and Audit by the Funding Source
     The Supplier shall permit the Funding Source to inspect the Supplier’s accounts and
     records relating to the performance of the Supplier and to have them audited by auditors
     appointed by the Funding Source, if so required by the Funding Source.

4.   Governing Law and Language
     4.1.   This Contract shall be interpreted in accordance with the laws of the Republic of
            the Philippines.

     4.2.   This Contract has been executed in the English language, which shall be the
            binding and controlling language for all matters relating to the meaning or
            interpretation of this Contract. All correspondence and other documents
            pertaining to this Contract exchanged by the parties shall be written in English.

5.   Notices
     5.1.   Any notice, request, or consent required or permitted to be given or made
            pursuant to this Contract shall be in writing. Any such notice, request, or consent
            shall be deemed to have been given or made when received by the concerned
            party, either in person or through an authorized representative of the Party to
            whom the communication is addressed, or when sent by registered mail, telex,
            telegram, or facsimile to such Party at the address specified in the SCC, which
            shall be effective when delivered and duly received or on the notice’s effective
            date, whichever is later.

     5.2.   A Party may change its address for notice hereunder by giving the other Party
            notice of such change pursuant to the provisions listed in the SCC for GCC
            Clause 5.1.

6.   Scope of Contract
     6.1.   The GOODS and Related Services to be provided shall be as specified in Section
            VI. Schedule of Requirements.

     6.2.   This Contract shall include all such items, although not specifically mentioned,
            that can be reasonably inferred as being required for its completion as if such

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              items were expressly mentioned herein. Any additional requirements for the
              completion of this Contract shall be provided in the SCC.

7.    Subcontracting
      7.1.    Subcontracting of any portion of the Goods, if allowed in the BDS, does not
              relieve the Supplier of any liability or obligation under this Contract. The
              Supplier will be responsible for the acts, defaults, and negligence of any
              subcontractor, its agents, servants or workmen as fully as if these were the
              Supplier’s own acts, defaults, or negligence, or those of its agents, servants or
              workmen.

      7.2.    Subcontractors disclosed and identified during the bidding may be changed during
              the implementation of this Contract, subject to compliance with the required
              qualifications and the approval of the Procuring Entity.

8.    Procuring Entity’s Responsibilities
      8.1.    Whenever the performance of the obligations in this Contract requires that the
              Supplier obtain permits, approvals, import, and other licenses from local public
              authorities, the Procuring Entity shall, if so needed by the Supplier, make its best
              effort to assist the Supplier in complying with such requirements in a timely and
              expeditious manner.

      8.2.    The Procuring Entity shall pay all costs involved in the performance of its
              responsibilities in accordance with GCC Clause 6.

9.    Prices
      Prices charged by the Supplier for Goods delivered and/or services performed under this
      Contract shall not vary from the prices quoted by the Supplier in its bid, with the
      exception of any change in price resulting from a Change Order issued in accordance
      with GCC Clause 29, or if applicable, adjustments authorized in accordance with the
      price adjustment provisions specified in the SCC.

10.   Payment
      10.1.   Unless otherwise specified in the SCC, payments shall be made only upon a
              certification by the Head of the Procuring Entity to the effect that the Goods have
              been rendered or delivered in accordance with the terms of this Contract and have
              been duly inspected and accepted. Except with the prior approval of the President
              no payment shall be made for services not yet rendered or for supplies and
              materials not yet delivered under this Contract. Ten percent (10%) of the amount
              of each payment shall be retained by the Procuring Entity to cover the Supplier’s
              warranty obligations under this Contract as described in GCC Clause 17.



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      10.2.   The Supplier’s request(s) for payment shall be made to the Procuring Entity in
              writing, accompanied by an invoice describing, as appropriate, the Goods
              delivered and/or Services performed, and by documents submitted pursuant to the
              SCC provision for GCC Clause 6.2, and upon fulfillment of other obligations
              stipulated in this Contract.

      10.3.   Pursuant to GCC Clause 10.2, payments shall be made promptly by the Procuring
              Entity, but in no case later than sixty (60) days after submission of an invoice or
              claim by the Supplier.

      10.4.   Unless otherwise specified in the SCC, the currency in which payment is made to
              the Supplier under this Contract shall be in Philippine Pesos.

11.   Advance Payment
      11.1.   Advance payment shall be made only after prior approval of the President, and
              shall not exceed fifteen percent (15%) of the Contract amount, unless otherwise
              directed by the President or in cases allowed under Annex “D” of RA 9184.

      11.2.   For Goods supplied from abroad, ten percent (10%) of the Contract price shall be
              paid within sixty (60) calendar days from signing of the contract and upon
              submission of a claim and a bank guarantee issued by a licensed bank for the
              equivalent amount valid until the Goods are delivered and in the form provided in
              Section VIII. Bidding Forms.

      11.3.   All progress payments shall first be charged against the advance payment until the
              latter has been fully exhausted.

12.   Taxes and Duties
      The Supplier, whether local or foreign, shall be entirely responsible for all the necessary
      taxes, stamp duties, license fees, and other such levies imposed for the completion of this
      Contract.

13.   Performance Security
      13.1.   Unless otherwise specified in the SCC, within ten (10) calendar days from receipt
              of the Notice of Award from the Procuring Entity but in no case later than the
              signing of the contract by both parties, the successful Bidder shall furnish the
              performance security in any the forms prescribed in the ITB Clause 33.2.

      13.2.   The performance security posted in favor of the Procuring Entity shall be forfeited
              in the event it is established that the winning bidder is in default in any of its
              obligations under the contract.

      13.3.   The performance security shall remain valid until issuance by the Procuring
              Entity of the Certificate of Final Acceptance.

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      13.4.   Unless otherwise specified in the SCC, the performance security may be released
              by the Procuring Entity and returned to the Supplier after the issuance of the
              Certificate of Final Acceptance subject to the following conditions:

              (a)    There are no pending claims against the Supplier or the surety company
                     filed by the Procuring Entity;

              (b)    The Supplier has no pending claims for labor and materials filed against it;
                     and

              (c)    Other terms specified in the SCC.

      13.5.   In case of a reduction of the contract value, the Procuring Entity shall allow a
              proportional reduction in the original performance security, provided that any
              such reduction is more than ten percent (10%) and that the aggregate of such
              reductions is not more than fifty percent (50%) of the original performance
              security.

14.   Use of Contract Documents and Information
      14.1.   The Supplier shall not, except for purposes of performing the obligations in this
              Contract, without the Procuring Entity’s prior written consent, disclose this
              Contract, or any provision thereof, or any specification, plan, drawing, pattern,
              sample, or information furnished by or on behalf of the Procuring Entity. Any
              such disclosure shall be made in confidence and shall extend only as far as may
              be necessary for purposes of such performance.

      14.2.   Any document, other than this Contract itself, enumerated in GCC Clause 14.1
              shall remain the property of the Procuring Entity and shall be returned (all copies)
              to the Procuring Entity on completion of the Supplier’s performance under this
              Contract if so required by the Procuring Entity.

15.   Standards
      The Goods provided under this Contract shall conform to the standards mentioned in the
      Section VII. Technical Specifications; and, when no applicable standard is mentioned, to
      the authoritative standards appropriate to the Goods’ country of origin. Such standards
      shall be the latest issued by the institution concerned.

16.   Inspection and Tests
      16.1.   The Procuring Entity or its representative shall have the right to inspect and/or to
              test the Goods to confirm their conformity to the Contract specifications at no
              extra cost to the Procuring Entity. The SCC and Section VII. Technical
              Specifications shall specify what inspections and/or tests the Procuring Entity
              requires and where they are to be conducted. The Procuring Entity shall notify


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              the Supplier in writing, in a timely manner, of the identity of any representatives
              retained for these purposes.

      16.2.   If applicable, the inspections and tests may be conducted on the premises of the
              Supplier or its subcontractor(s), at point of delivery, and/or at the goods’ final
              destination. If conducted on the premises of the Supplier or its subcontractor(s),
              all reasonable facilities and assistance, including access to drawings and
              production data, shall be furnished to the inspectors at no charge to the Procuring
              Entity.

      16.3.   The Procuring Entity or its designated representative shall be entitled to attend the
              tests and/or inspections referred to in this Clause provided that the Procuring
              Entity shall bear all of its own costs and expenses incurred in connection with
              such attendance including, but not limited to, all traveling and board and lodging
              expenses.

      16.4.   The Procuring Entity may reject any Goods or any part thereof that fail to pass
              any test and/or inspection or do not conform to the specifications. The Supplier
              shall either rectify or replace such rejected Goods or parts thereof or make
              alterations necessary to meet the specifications at no cost to the Procuring Entity,
              and shall repeat the test and/or inspection, at no cost to the Procuring Entity, upon
              giving a notice pursuant to GCC Clause 5.

      16.5.   The Supplier agrees that neither the execution of a test and/or inspection of the
              Goods or any part thereof, nor the attendance by the Procuring Entity or its
              representative, shall release the Supplier from any warranties or other obligations
              under this Contract.

17.   Warranty
      17.1.   The Supplier warrants that the Goods supplied under the Contract are new,
              unused, of the most recent or current models, and that they incorporate all recent
              improvements in design and materials, except when the technical specifications
              required by the Procuring Entity provides otherwise.

      17.2.   The Supplier further warrants that all Goods supplied under this Contract shall
              have no defect, arising from design, materials, or workmanship or from any act or
              omission of the Supplier that may develop under normal use of the supplied
              Goods in the conditions prevailing in the country of final destination.

      17.3.   In order to assure that manufacturing defects shall be corrected by the Supplier, a
              warranty shall be required from the Supplier for a minimum period specified in
              the SCC. The obligation for the warranty shall be covered by, at the Supplier’s
              option, either retention money in an amount equivalent to at least ten percent
              (10%) of every progress payment, or a special bank guarantee equivalent to at
              least ten percent (10%) of the Contract Price or other such amount if so specified
              in the SCC. The said amounts shall only be released after the lapse of the

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              warranty period specified in the SCC; provided, however, that the Supplies
              delivered are free from patent and latent defects and all the conditions imposed
              under this Contract have been fully met.

      17.4.   The Procuring Entity shall promptly notify the Supplier in writing of any claims
              arising under this warranty. Upon receipt of such notice, the Supplier shall,
              within the period specified in the SCC and with all reasonable speed, repair or
              replace the defective Goods or parts thereof, without cost to the Procuring Entity.

      17.5.   If the Supplier, having been notified, fails to remedy the defect(s) within the
              period specified in GCC Clause 17.4, the Procuring Entity may proceed to take
              such remedial action as may be necessary, at the Supplier’s risk and expense and
              without prejudice to any other rights which the Procuring Entity may have against
              the Supplier under the Contract and under the applicable law.

18.   Delays in the Supplier’s Performance
      18.1.   Delivery of the Goods and/or performance of Services shall be made by the
              Supplier in accordance with the time schedule prescribed by the Procuring Entity
              in Section VI. Schedule of Requirements.

      18.2.   If at any time during the performance of this Contract, the Supplier or its
              Subcontractor(s) should encounter conditions impeding timely delivery of the
              Goods and/or performance of Services, the Supplier shall promptly notify the
              Procuring Entity in writing of the fact of the delay, its likely duration and its
              cause(s). As soon as practicable after receipt of the Supplier’s notice, and upon
              causes provided for under GCC Clause 22, the Procuring Entity shall evaluate the
              situation and may extend the Supplier’s time for performance, in which case the
              extension shall be ratified by the parties by amendment of Contract.

      18.3.   Except as provided under GCC Clause 22, a delay by the Supplier in the
              performance of its obligations shall render the Supplier liable to the imposition of
              liquidated damages pursuant to GCC Clause 19, unless an extension of time is
              agreed upon pursuant to GCC Clause 29 without the application of liquidated
              damages.

19.   Liquidated Damages
      Subject to GCC Clauses 18 and 22, if the Supplier fails to satisfactorily deliver any or all
      of the Goods and/or to perform the Services within the period(s) specified in this Contract
      inclusive of duly granted time extensions if any, the Procuring Entity shall, without
      prejudice to its other remedies under this Contract and under the applicable law, deduct
      from the Contract Price, as liquidated damages, a sum equivalent to the percentage
      specified in the SCC of the delivered price of the delayed Goods or unperformed
      Services for each week or part thereof of delay until actual delivery or performance, up to
      a maximum deduction of the percentage specified in the SCC. Once the maximum is


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      reached, the Procuring Entity shall rescind the Contract pursuant to GCC Clause 23,
      without prejudice to other courses of action and remedies open to it.

20.   Settlement of Disputes
      20.1.   If any dispute or difference of any kind whatsoever shall arise between the
              Procuring Entity and the Supplier in connection with or arising out of this
              Contract, the parties shall make every effort to resolve amicably such dispute or
              difference by mutual consultation.

      20.2.   If after thirty (30) days, the parties have failed to resolve their dispute or
              difference by such mutual consultation, then either the Procuring Entity or the
              Supplier may give notice to the other party of its intention to commence
              arbitration, as hereinafter provided, as to the matter in dispute, and no arbitration
              in respect of this matter may be commenced unless such notice is given.

      20.3.   Any dispute or difference in respect of which a notice of intention to commence
              arbitration has been given in accordance with this Clause shall be settled by
              arbitration. Arbitration may be commenced prior to or after delivery of the Goods
              under this Contract.

      20.4.   Arbitration proceedings shall be conducted in accordance with the rules of
              procedure specified in the SCC.

      20.5.   Notwithstanding any reference to arbitration herein, the parties shall continue to
              perform their respective obligations under the Contract unless they otherwise
              agree; and the Procuring Entity shall pay the Supplier any monies due the
              Supplier.

21.   Liability of the Supplier
      21.1.   Subject to additional provisions, if any, set forth in the SCC, the Supplier’s
              liability under this Contract shall be as provided by the laws of the Republic of
              the Philippines.

      21.2.   Except in cases of criminal negligence or willful misconduct, and in the case of
              infringement of patent rights, if applicable, the aggregate liability of the Supplier
              to the Procuring Entity shall not exceed the total Contract Price, provided that this
              limitation shall not apply to the cost of repairing or replacing defective
              equipment.

22.   Force Majeure
      22.1.   The Supplier shall not be liable for forfeiture of its performance security,
              liquidated damages, or termination for default if and to the extent that its delay in
              performance or other failure to perform its obligations under the Contract is the
              result of a force majeure.

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      22.2.   For purposes of this Contract the terms “force majeure” and “fortuitous event”
              may be used interchangeably. In this regard, a fortuitous event or force majeure
              shall be interpreted to mean an event which the Contractor could not have
              foreseen, or which though foreseen, was inevitable. It shall not include ordinary
              unfavorable weather conditions; and any other cause the effects of which could
              have been avoided with the exercise of reasonable diligence by the Contractor.

      22.3.   If a force majeure situation arises, the Supplier shall promptly notify the
              Procuring Entity in writing of such condition and the cause thereof. Unless
              otherwise directed by the Procuring Entity in writing, the Supplier shall continue
              to perform its obligations under the Contract as far as is reasonably practical, and
              shall seek all reasonable alternative means for performance not prevented by the
              force majeure.

23.   Termination for Default
      23.1.   The Procuring Entity shall terminate this Contract for default when any of the
              following conditions attends its implementation:

              (a)    Outside of force majeure, the Supplier fails to deliver or perform any or all
                     of the Goods within the period(s) specified in the contract, or within any
                     extension thereof granted by the Procuring Entity pursuant to a request
                     made by the Supplier prior to the delay, and such failure amounts to at
                     least ten percent (10%) of the contact price;

              (b)    As a result of force majeure, the Supplier is unable to deliver or perform
                     any or all of the Goods, amounting to at least ten percent (10%) of the
                     contract price, for a period of not less than sixty (60) calendar days after
                     receipt of the notice from the Procuring Entity stating that the
                     circumstance of force majeure is deemed to have ceased; or

              (c)    The Supplier fails to perform any other obligation under the Contract.

      23.2.   In the event the Procuring Entity terminates this Contract in whole or in part, for
              any of the reasons provided under GCC Clauses 23 to 26, the Procuring Entity
              may procure, upon such terms and in such manner as it deems appropriate, Goods
              or Services similar to those undelivered, and the Supplier shall be liable to the
              Procuring Entity for any excess costs for such similar Goods or Services.
              However, the Supplier shall continue performance of this Contract to the extent
              not terminated.

      23.3.   In case the delay in the delivery of the Goods and/or performance of the Services
              exceeds a time duration equivalent to ten percent (10%) of the specified contract
              time plus any time extension duly granted to the Supplier, the Procuring Entity
              may terminate this Contract, forfeit the Supplier's performance security and award
              the same to a qualified Supplier.


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24.   Termination for Insolvency
      The Procuring Entity shall terminate this Contract if the Supplier is declared bankrupt or
      insolvent as determined with finality by a court of competent jurisdiction. In this event,
      termination will be without compensation to the Supplier, provided that such termination
      will not prejudice or affect any right of action or remedy which has accrued or will accrue
      thereafter to the Procuring Entity and/or the Supplier.

25.   Termination for Convenience
      25.1.   The Procuring Entity may terminate this Contract, in whole or in part, at any time
              for its convenience. The Head of the Procuring Entity may terminate a contract
              for the convenience of the Government if he has determined the existence of
              conditions that make Project Implementation economically, financially or
              technically impractical and/or unnecessary, such as, but not limited to, fortuitous
              event(s) or changes in law and national government policies.

      25.2.   The Goods that have been delivered and/or performed or are ready for delivery or
              performance within thirty (30) calendar days after the Supplier’s receipt of Notice
              to Terminate shall be accepted by the Procuring Entity at the contract terms and
              prices. For Goods not yet performed and/or ready for delivery, the Procuring
              Entity may elect:

              (a)    to have any portion delivered and/or performed and paid at the contract
                     terms and prices; and/or

              (b)    to cancel the remainder and pay to the Supplier an agreed amount for
                     partially completed and/or performed goods and for materials and parts
                     previously procured by the Supplier.

      25.3.   If the Supplier suffers loss in its initial performance of the terminated contract,
              such as purchase of raw materials for goods specially manufactured for the
              Procuring Entity which cannot be sold in open market, it shall be allowed to
              recover partially from this Contract, on a quantum meruit basis. Before recovery
              may be made, the fact of loss must be established under oath by the Supplier to
              the satisfaction of the Procuring Entity before recovery may be made.

26.   Termination for Unlawful Acts
      26.1.   The Procuring Entity may terminate this Contract in case it is determined prima
              facie that the Supplier has engaged, before or during the implementation of this
              Contract, in unlawful deeds and behaviors relative to contract acquisition and
              implementation. Unlawful acts include, but are not limited to, the following:

              (a)    Corrupt, fraudulent, and coercive practices as defined in ITB Clause
                     3.1(a);


                                              49
              (b)   Drawing up or using forged documents;

              (c)   Using adulterated materials, means or methods, or engaging in production
                    contrary to rules of science or the trade; and

              (d)   Any other act analogous to the foregoing.

27.   Procedures for Termination of Contracts
      27.1.   The following provisions shall govern the procedures for termination of this
              Contract:

              (a)   Upon receipt of a written report of acts or causes which may constitute
                    ground(s) for termination as aforementioned, or upon its own initiative,
                    the Implementing Unit shall, within a period of seven (7) calendar days,
                    verify the existence of such ground(s) and cause the execution of a
                    Verified Report, with all relevant evidence attached;

              (b)   Upon recommendation by the Implementing Unit, the Head of the
                    Procuring Entity shall terminate this Contract only by a written notice to
                    the Supplier conveying the termination of this Contract. The notice shall
                    state:

                    (i)     that this Contract is being terminated for any of the ground(s)
                            afore-mentioned, and a statement of the acts that constitute the
                            ground(s) constituting the same;

                    (ii)    the extent of termination, whether in whole or in part;

                    (iii)   an instruction to the Supplier to show cause as to why this Contract
                            should not be terminated; and

                    (iv)    special instructions of the Procuring Entity, if any.

              (c)   The Notice to Terminate shall be accompanied by a copy of the Verified
                    Report;

              (d)   Within a period of seven (7) calendar days from receipt of the Notice of
                    Termination, the Supplier shall submit to the Head of the Procuring Entity
                    a verified position paper stating why this Contract should not be
                    terminated. If the Supplier fails to show cause after the lapse of the seven
                    (7) day period, either by inaction or by default, the Head of the Procuring
                    Entity shall issue an order terminating this Contract;

              (e)   The Procuring Entity may, at anytime before receipt of the Supplier’s
                    verified position paper to withdraw the Notice to Terminate if it is
                    determined that certain items or works subject of the notice had been


                                             50
                     completed, delivered, or performed before the Supplier’s receipt of the
                     notice;

             (f)     Within a non-extendible period of ten (10) calendar days from receipt of
                     the verified position paper, the Head of the Procuring Entity shall decide
                     whether or not to terminate this Contract. It shall serve a written notice to
                     the Supplier of its decision and, unless otherwise provided, this Contract is
                     deemed terminated from receipt of the Supplier of the notice of decision.
                     The termination shall only be based on the ground(s) stated in the Notice
                     to Terminate;

             (g)     The Head of the Procuring Entity may create a Contract Termination
                     Review Committee (CTRC) to assist him in the discharge of this function.
                     All decisions recommended by the CTRC shall be subject to the approval
                     of the Head of the Procuring Entity; and

             (h)     The Supplier must serve a written notice to the Procuring Entity of its
                     intention to terminate the contract at least thirty (30) calendar days before
                     its intended termination. The Contract is deemed terminated if it is not
                     resumed in thirty (30) calendar days after the receipt of such notice by the
                     Procuring Entity.

28.   Assignment of Rights
      The Supplier shall not assign his rights or obligations under this Contract, in whole or in
      part, except with the Procuring Entity’s prior written consent.

29.   Contract Amendment
      Subject to applicable laws, no variation in or modification of the terms of this Contract
      shall be made except by written amendment signed by the parties.

30.   Application
      These General Conditions shall apply to the extent that they are not superseded by
      provisions of other parts of this Contract.




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